Delaware Senate Bill 75 (Prior Session Legislation)

---

Spectrum: Bipartisan Bill
Status: Introduced on May 5 2011 - 25% progression, died in chamber
Action: 2011-06-01 - Stricken
Text: Latest bill text (Draft #1) [HTML]

This bill continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends 17-102(3) of the Act to provide that a limited partnership may not register under a name that is not such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of another domestic limited partnership, provided that a limited partnership registered as of July 31, 2011 under such a name need not amend its certificate of limited partnership to comply with this subsection. Section 2. This section adds a new subsection (k) to 17-104 of the Act providing that, in any certificate or other document filed with the Secretary of State, the address of the registered agent or registered office of the partnership must include the street, number, city and postal code. Section 3. This section designates all but the final sentence of 17-203 of the Act as a new subsection (a), designates the final sentence of 17-203 of the Act as a new subsection (c), and adds a new subsection (b) confirming that a certificate of correction may be filed to correct a certificate of cancellation that has been filed prior to the dissolution or the completion of winding up of a limited partnership. Section 4. This section amends 17-206(b) of the Act to confirm that a certificate may be made effective at a date or time later than its filing as specified in the certificate and to provide, for filings made on or after January 1, 2012, that such later date or time shall not be later than a time on the 180th day after the filing date. Section 5. This section amends 17-206 of the Act by adding a new subsection (f) to provide that there is no need for an amendment to a certificate of limited partnership, application for registration as a foreign limited partnership, or any other document on file with the Secretary of State before August 1, 2011, to comply with new 17-104(k) of the Act, but that any certificate or other document filed on or after August 1, 2011 and changing the address of a registered agent or registered office must comply with 17-104(k) of the Act. Section 6. This section amends 17-215 of the Act to clarify that the certificate of limited partnership domestication and the certificate of limited partnership of a non-United States entity domesticating to Delaware as a Delaware limited partnership must be filed simultaneously in the office of the Secretary of State and, to the extent such certificates are to have a post-filing effective date or time, such certificates must provide for the same effective date or time. Section 7. This section amends 17-217 of the Act to clarify that the certificate of conversion to limited partnership, the certificate of limited partnership and, as applicable, the statement of qualification of an other entity converting to a Delaware limited partnership or limited liability limited partnership must be filed simultaneously in the office of the Secretary of State and, to the extent such certificates and, as applicable, such statement are to have a post-filing effective date or time, such certificates and, as applicable, such statement must provide for the same effective date or time. Section 8. This section amends 17-302(e) of the Act to clarify the manner in which limited partners of a limited partnership may take action without a meeting. Section 9. This section amends 17-302(f) of the Act to adopt a rule different from the approach articulated in In re LJM2 Co-Investment, L.P. Limited Partners Litigation, 866 A.2d 762 (Del. Ch. 2004) with respect to the application of the type of amendment provision contained in the partnership agreement at issue in that case. This amendment provides that such amendment provisions only apply to provisions expressly included in the partnership agreement and do not apply to default voting provisions of the statute unless otherwise provided in the partnership agreement. This amendment is not intended to affect the interpretation of such amendment provisions as applied to provisions expressly included in the partnership agreement. Section 10. This section amends 17-405(d) of the Act to clarify the manner in which general partners of a limited partnership may take action without a meeting. Sections 11 and 13. These sections amend 17-1107(a)(2) and (a)(7) of the Act to clarify that a registered agent filing a single certificate of resignation to resign from more than one limited partnership or foreign limited partnership must pay a $2.00 fee to the Secretary of State for each limited partnership or foreign limited partnership from which the registered agent is resigning. Sections 12 and 14. These sections amend 17-1107(a)(3) and (a)(11) of the Act to provide a $50 filing fee for an instrument submitted by a limited partnership or foreign limited partnership that changes only the registered office or registered agent of the limited partnership or foreign limited partnership. Section 15. This section provides that the proposed amendments of the Act shall become effective August 1, 2011.

An Act To Amend Chapter 17, Title 6 Of The Delaware Code Relating To The Creation, Regulation, Operation And Dissolution Of Domestic Partnerships And The Registration And Regulation Of Foreign Limited Partnerships.

Sen. Patricia Blevins [D]

Rep. George [?]

Date	Chamber	Action
2011-06-01		Stricken
2011-05-05		Assigned to Judiciary Committee in Senate

Type	Source
Summary	http://legis.delaware.gov/LIS/lis146.nsf/2bede841c6272c888025698400433a04/5678697258c7216d85257885005ee92e?OpenDocument
Text	http://legis.delaware.gov/LIS/lis146.nsf/vwLegislation/SB+75/$file/legis.html?open